Common use of Deferral of Settlement Clause in Contracts

Deferral of Settlement. Settlement of any Unit, which otherwise would occur upon the lapse of the risk of forfeiture of such Unit, will be deferred in certain cases if and to the extent validly elected by Grantee. Deferrals shall comply with requirements under Section 409A of the Internal Revenue Code. It is understood that Section 409A and regulations thereunder may make it impractical for any such deferral to take place. At any time that Units are deferred, they will be subject to accelerated settlement under Section 9(a) of the Plan only if the Change in Control constitutes a change in control under applicable regulations then in effect under Section 409A. Other provisions of this Agreement notwithstanding, under U.S. federal income tax laws and Treasury Regulations (including proposed regulations) as presently in effect or hereafter implemented, (i) if the timing of any distribution in settlement of Units would result in Grantee’s constructive receipt of income relating to the Units prior to such distribution, the date of distribution will be the earliest date after the specified date of distribution that distribution can be effected without resulting in such constructive receipt (or, if delayed distribution would not avoid such constructive receipt, distribution will be accelerated to the date that would avoid such constructive receipt, but in no event will distribution occur before the Stated Vesting Date); and (ii) any rights of Grantee or retained authority of the Company with respect to Units hereunder shall be automatically modified and limited to the extent necessary so that Grantee will not be deemed to be in constructive receipt of income relating to the Units prior to the distribution and so that Grantee shall not be subject to any penalty under Section 409A of the Internal Revenue Code (the “Code”).

Deferral of Settlement. Settlement of any Unit, which otherwise would occur upon the lapse of the risk of forfeiture of such Unit, RSU will be deferred in certain cases if and to the extent validly so elected by Grantee. Deferrals shall comply Employee in accordance with requirements under Section 409A of rules established from time to time by the Internal Revenue Code. It is understood that Section 409A and regulations thereunder may make it impractical for any such deferral to take placeCommittee. At any time that Units RSUs are deferred, they will be treated as deferred compensation subject to Code Section 409A, settlement may not be accelerated settlement under Section 9(a) in the discretion of the Plan only if Company (except to the Change in Control constitutes a change in control extent permitted under applicable regulations then in effect under Section 409A. Treas. Reg. § 1.409A-3). Other provisions of this Agreement notwithstanding, under U.S. federal income tax laws and Treasury Regulations (including proposed regulationsand other applicable guidance) as presently in effect or hereafter implemented, (i) if the timing of any distribution in settlement of Units RSUs would result in GranteeEmployee’s constructive receipt of income relating to the Units RSUs prior to such distribution, the date of distribution will be the earliest date after the specified date of distribution that distribution can be effected without resulting in such constructive receipt (or, if delayed distribution would not avoid such constructive receipt, distribution will be accelerated to the date that would avoid such constructive receipt, but in no event will distribution occur before the Stated Vesting Date); and (ii) any rights of Grantee Employee or retained authority of the Company with respect to Units RSUs hereunder shall be automatically modified and limited to the extent necessary so that Grantee Employee will not be deemed to be in constructive receipt of income relating to the Units RSUs prior to the distribution and so that Grantee Employee shall not be subject to any penalty under Section 409A 409A. Any elective deferral will be subject to such additional terms and conditions as the Committee may impose. Please note that, even if Employee elects to defer settlement or if Employee qualifies for Retirement, the Company is required to withhold from Employee Medicare taxes at the applicable minimum statutory rate at such time as the RSUs are no longer subject to a risk of forfeiture upon voluntary termination. Such withholding will be based upon the aggregate Fair Market Value of the Internal Revenue Code (Shares underlying the “Code”)deferred RSUs at the applicable date and will be deducted from Employee’s salary in most cases in the payroll period that immediately follows the applicable tax date.

Deferral of Settlement. Settlement of any Unit, which otherwise would occur upon the lapse of the risk of forfeiture of such Unit, will be deferred in certain cases if and to the extent validly elected by Grantee. Deferrals shall comply with requirements under Section 409A of the Internal Revenue Code. It is understood that Section 409A and regulations thereunder may make it impractical for any such deferral to take place. At any time that Units are deferred, they will be subject to accelerated settlement under Section 9(a) of the Plan only if the Change in Control constitutes a change in control under applicable regulations then in effect under Section 409A. Other provisions of this Agreement notwithstanding, under U.S. federal income tax laws and Treasury Regulations (including proposed regulations) as presently in effect or hereafter implemented, (i) if the timing of any distribution in settlement of Units would result in Grantee’s constructive receipt of income relating to the Units prior to such distribution, the date of distribution will be the earliest date after the specified date of distribution that distribution can be effected without resulting in such constructive receipt (or, if delayed distribution would not avoid such constructive receipt, distribution will be accelerated to the date that would avoid such constructive receipt, but in no event will distribution occur before the Stated Vesting Datevesting date); and (ii) any rights of Grantee or retained authority of the Company with respect to Units hereunder shall be automatically modified and limited to the extent necessary so that Grantee will not be deemed to be in constructive receipt of income relating to the Units prior to the distribution and so that Grantee shall not be subject to any penalty under Section 409A of the Internal Revenue Code (the “Code”).

Deferral of Settlement. Settlement of any Unit, which otherwise would occur upon the lapse of the risk of forfeiture of such Unit, will be deferred in certain cases if and to the extent validly elected by GranteeEmployee. Deferrals shall comply with requirements under Section 409A of the Internal Revenue Code (the “Code”). It is understood that Unless otherwise restricted by Section 409A and regulations thereunder may make it impractical for thereunder, Employee will be permitted to elect deferral of settlement by filing an election at any such deferral time prior to take placethe date six months before the Earning Date. At any time that Units are deferredtreated as deferred compensation subject to Section 409A, they will be subject to accelerated settlement under Section 9(a) of the Plan only if the Change in Control constitutes a change in the ownership or effective control under applicable of the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A(a)(2)(A)(v). Deferrals will be subject to such other restrictions and terms as may be specified by the Company prior to deferral. It is understood that Section 409A and regulations then in effect under Section 409A. thereunder may make it impractical for any such deferral to take place. Other provisions of this Agreement notwithstanding, under U.S. federal income tax laws and Treasury Regulations (including proposed regulations) as presently in effect or hereafter implemented, (i) if the timing of any distribution in settlement of Units would result in GranteeEmployee’s constructive receipt of income relating to the Units prior to such distribution, the date of distribution will be the earliest date after the specified date of distribution that distribution can be effected without resulting in such constructive receipt (or, if delayed distribution would not avoid such constructive receipt, distribution will be accelerated to the date that would avoid such constructive receipt, but in no event will distribution occur before the Stated Vesting Date); and (ii) any rights of Grantee Employee or retained authority of the Company with respect to Units hereunder shall be automatically modified and limited to the extent necessary so that Grantee Employee will not be deemed to be in constructive receipt of income relating to the Units prior to the distribution and so that Grantee Employee shall not be subject to any penalty under Section 409A of the Internal Revenue Code (the “Code”).409A.